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Ashland Inc. Reports Preliminary Operating Income of $152 Million for Fiscal Third Quarter, Generates $355 Million of Cash Flows From Operating Activities

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07/24/2009

Ashland Inc. Reports Preliminary Operating Income of $152 Million for Fiscal Third Quarter, Generates $355 Million of Cash Flows From Operating Activities

COVINGTON, Ky., July 24, 2009 /PRNewswire-FirstCall via COMTEX News Network/ -- Ashland Inc. (NYSE: ASH) today announced preliminary(1) results for the quarter ended June 30, 2009, the third quarter of its 2009 fiscal year. On Nov. 13, 2008, Ashland completed the acquisition of Hercules Incorporated, which significantly impacted Ashland's reported results. Ashland's results for the June 2009 quarter were as follows: sales and operating revenues of $2,037 million; operating income of $152 million; and net income of $50 million, or 66 cents per share. Income from continuing operations amounted to $51 million after taxes, or 68 cents per share, in the June 2009 quarter. Unadjusted earnings before interest, taxes, depreciation and amortization(2) were $240 million, and cash flows from operating activities from continuing operations were $355 million.

(Logo: http://www.newscom.com/cgi-bin/prnh/20040113/ASHLANDLOGO)

Key items affecting the June 2009 quarter were as follows:

  • severance and accelerated depreciation charges of $16 million pretax [14 cents earnings per share (EPS) impact], primarily related to cost-reduction programs;
  • a noncash charge of $10 million pretax (9 cents EPS impact) from accelerated debt-issuance-cost amortization related to the retirement of Ashland's bridge loan, affecting Ashland's interest expense; and
  • an unfavorable $8 million tax judgment in a foreign jurisdiction (10 cents EPS impact).

Earnings in the June 2009 quarter also were significantly affected by an unfavorable adjustment to income tax expense related to a projected shift to more U.S.-sourced earnings for the year. The combination of the aforementioned foreign tax judgment and earnings shift resulted in a 44-percent effective tax rate for the June 2009 quarter. The effective tax rate for the June quarter reflects an adjustment to achieve an annualized effective tax rate of 27 percent excluding discrete items. (Refer to Table 5 of the accompanying financial statements for details of key items affecting operating income.)

Adjusted Pro Forma Results(3)

Ashland believes the use of adjusted pro forma results enhances understanding of its current and future performance by providing more comparable results period to period. Thus, adjusting for the impact of key items in both the current and prior year and including Hercules' results as if the acquisition had been completed on Oct. 1, 2007, Ashland's results for the June 2009 quarter versus the June 2008 quarter would have been as follows:

  • pro forma sales and operating revenue declined 28 percent from $2,814 million to $2,037 million;
  • adjusted pro forma operating income increased 11 percent from $151 million to $168 million; and
  • adjusted pro forma earnings before interest, taxes, depreciation and amortization (EBITDA) increased 9 percent from $227 million to $248 million.

Performance Summary

Commenting on Ashland's adjusted pro forma third-quarter results, Chairman and Chief Executive Officer James J. O'Brien said, "Our performance during the June 2009 quarter continued to demonstrate our ability to generate cash during a difficult demand environment. We increased overall EBITDA by 9 percent versus the prior-year quarter, in spite of volume declines in all of our businesses except Ashland Consumer Markets (Valvoline), which saw an uptick. The EBITDA improvement was achieved both through strong gross-profit performance and reduced selling, general and administrative expenses. Our results benefited from all-time-record quarterly EBITDA from Consumer Markets and reduced overall expenses of $87 million in the quarter, both from integration and other cost-reduction initiatives."

O'Brien continued, "Our annualized run-rate cost savings now stand at $287 million through the June 2009 quarter, exceeding our previously announced $265 million fiscal 2009 target by $22 million, which was achieved three months sooner than we had announced.

"We made considerable progress in the June quarter towards our goals of generating cash and reducing debt. We generated $355 million of cash flows from operating activities and reduced gross debt by $269 million. This reduced our total debt to less than $2 billion. In addition, we issued $650 million of 9 1/8% Senior Notes and used the proceeds, along with available liquidity, to retire our $750 million bridge loan. Also during the quarter, we signed a definitive agreement to sell our Drew Marine business. We expect net aftertax proceeds of approximately $105 million from the transaction, which is anticipated to close before the end of the fiscal year. We expect to use the proceeds from this divestiture to further reduce our debt."

Business Performance

In order to aid understanding of Ashland's ongoing business performance, the results of Ashland's business segments are presented on an adjusted pro forma basis as described under the heading "Adjusted Pro Forma Results" and reconciled to GAAP in footnote 3 of this news release.

Ashland Aqualon Functional Ingredients recorded sales and operating revenue of $233 million in the June 2009 quarter, a 23-percent decline versus the year-ago quarter, and metric tons sold declined 27 percent. These results continue to reflect the worldwide decline in the construction market. Overall volume declines ranged from 11 percent in Asia Pacific to 36 percent in North America. Gross profit as a percent of sales was 27.6 percent, 210 basis points below the June 2008 quarter. The decision to reduce inventory by manufacturing at below-replacement levels negatively impacted gross profit by $7 million, or 3 percent of sales. However, this decision enabled Functional Ingredients to generate $23 million of cash from the reduced inventories. In total, Functional Ingredients' EBITDA in the June 2009 quarter declined 26 percent versus the prior June quarter, to $50 million, and represented 21.5 percent of sales. Both the $50 million of EBITDA and 21.5 percent of sales are slight improvements over the March quarter.

Ashland Hercules Water Technologies' sales and operating revenue declined 21 percent to $436 million for the June 2009 quarter as compared with the same year-ago quarter, primarily driven by a 17-percent volume decline. At 34.7 percent, gross profit as a percent of sales improved by 200 basis points over the June 2008 quarter. Selling, general and administrative (SG&A) expenses declined by $32 million, or 21 percent. EBITDA of $56 million was slightly ahead of the prior-year quarter and represented 12.8 percent of sales, a 290-basis-point improvement. Sequentially, EBITDA increased 47 percent over the March quarter results, while EBITDA as a percent of sales improved by 400 basis points.

Ashland Performance Materials' sales and operating revenue of $256 million declined 40 percent versus the same prior-year quarter, and volume per day declined 22 percent. Both revenue and volume comparisons were affected by the acquisition of a line of business from Air Products in 2008. Excluding this effect, revenue and volume decreased 46 percent and 36 percent, respectively, due to continued significant weakness in demand in all key geographies in both the transportation and construction markets. These volume reductions reflect slight sequential improvement. This was generally consistent with the overall composites and castings markets. Disciplined price management and savings from idled plant capacity drove a 280-basis-point improvement in gross profit percentage versus the June 2008 quarter. A 23-percent reduction in SG&A expenses reflects the benefits of actions taken in this and prior quarters to reduce costs. Despite these improvements, EBITDA declined 33 percent to $20 million in the June 2009 quarter versus the prior-year June quarter, but improved 70 basis points to 7.8 percent of sales.

Ashland Consumer Markets' sales and operating revenue was $441 million, a 3-percent increase over the June 2008 quarter. Lubricant volume increased by 4 percent, primarily due to increases in volumes sold through the Do-It-Yourself market channel. Same-store sales at Valvoline Instant Oil Change increased 6 percent versus the prior year. Gross profit improved to 37.5 percent of sales in the June 2009 quarter, driven by a combination of pricing actions that began in 2008, lower raw materials costs in the quarter, cost-savings initiatives and a continued shift in mix toward sales of premium brands. SG&A expenses declined 5 percent, further contributing to Consumer Markets' record quarterly performance. As a result, Consumer Markets' quarterly EBITDA nearly tripled versus the prior June quarter to $103 million. For the June 2009 quarter, EBITDA represented 23.4 percent of sales as compared with 8.2 percent in the prior-year quarter.

Ashland Distribution's sales and operating revenue for the June 2009 quarter declined 39 percent to $698 million. Volume decreased 26 percent versus the prior-year quarter, generally in line with the year-over-year trends in the March quarter. Gross profit as a percent of sales improved to 10.1 percent versus 7.8 percent in the June 2008 quarter. SG&A expenses were 4 percent below the prior-year quarter. Margin improvements and SG&A expense reductions were not enough to offset the impact of volume reductions. As a result, EBITDA of $13 million for the June 2009 quarter represented a decline of 50 percent as compared with the prior-year quarter and was 1.9 percent of sales.

For the June 2009 quarter, EBITDA of $6 million was recorded for Unallocated and Other, as compared with $13 million of EBITDA in the same prior-year quarter.

Outlook

Commenting on Ashland's outlook, O'Brien said, "Our short-term focus continues to be on generating cash and paying down debt. It appears that demand could remain flat for the foreseeable future due to global macroeconomic dynamics. We will continue to manage our pricing, reduce our costs, and apply the cash we generate to reduce debt from our current 2.4 times debt-to-EBITDA level to our targeted ratio of 2.0 times. We continue to resize our businesses to match current economic conditions and to create a leverageable cost structure that will support increased profitability and growth when the economy improves."

Conference Call Webcast

Today at 9 a.m. (EDT), Ashland will provide a live webcast of its third-quarter conference call with securities analysts. The webcast will be accessible through Ashland's website, www.ashland.com. Following the live event, an archived version of the webcast will be available for 12 months at http://investor.ashland.com.

Ashland Inc. (NYSE: ASH) provides specialty chemical products, services and solutions for many of the world's most essential needs and industries. Serving customers in more than 100 countries, it operates through five commercial units: Ashland Aqualon Functional Ingredients, Ashland Hercules Water Technologies, Ashland Performance Materials, Ashland Consumer Markets (Valvoline) and Ashland Distribution. To learn more about Ashland, visit www.ashland.com.

(1) Preliminary Results

Financial results are preliminary until Ashland's quarterly report on Form 10-Q is filed with the U.S. Securities and Exchange Commission.

(2) Regulation G - Unadjusted EBITDA

The information presented in this news release regarding unadjusted earnings before interest, taxes, depreciation, and amortization (unadjusted EBITDA) does not conform to generally accepted accounting principles (GAAP) and should not be construed as an alternative to the reported results determined in accordance with GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the company and its operating segments. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported GAAP results in the table provided below.

                                        Q3 2009    Q3 2008
    (in millions)                       -------    -------
    Operating income                       $152        $87
    Add:
       Depreciation and amortization         88         34
                                             --         --
    Unadjusted EBITDA                      $240       $121
                                           ====       ====

(3) Regulation G - Adjusted Pro Forma Results

The information presented in this news release regarding adjusted pro forma results does not conform to generally accepted accounting principles (GAAP) and should not be construed as an alternative to the reported results determined in accordance with GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the company and its segments. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported GAAP results in the tables provided below.

The unaudited adjusted pro forma results are presented for informational purposes only and do not reflect future events that may occur or any operating efficiencies or inefficiencies that may result from the acquisition of Hercules Incorporated. Certain significant and identifiable cost allocation, reporting and accounting policy differences have been reflected in these adjusted pro forma results. However, these adjusted pro forma results do not purport to identify all these differences. Therefore, the unaudited adjusted pro forma results are not necessarily indicative of results that would have been achieved had the businesses been combined during the period presented or the results that Ashland will experience in the future. In addition, the preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions can be significantly different depending on changes to conform to Ashland policy.

    RECONCILIATION OF 2009 FISCAL THIRD QUARTERADJUSTED PRO FORMA RESULTS
    ----------------------------------------------------------------------
    ($ millions, except percentages)

    Preliminary
    ASHLAND AQUALON                      Ashland    Eliminate    Adjusted
    FUNCTIONAL INGREDIENTS                GAAP      Key Items    Pro Forma
    Three Months Ended June 30, 2009     Results    (Table 5)     Results
    ----------------------------------------------------------------------
    Sales and operating revenue          $   233                  $    233
    Cost of sales and operating expenses     169                       169
    Gross profit as a percent of sales     27.6%                     27.6%
    Selling, general and administrative
     expenses                                 39                        39
    Equity and other income                   (1)                       (1)
    Operating income                          24                        24
    Operating income as a percent of
     sales                                 10.3%                     10.3%
    Depreciation and amortization             26                        26
    ----------------------------------------------------------------------
    Earnings before interest, taxes,
     depreciation and amortization       $    50                  $     50
    ======================================================================
    EBITDA as a percent of sales           21.5%                     21.5%
    ----------------------------------------------------------------------



                     RECONCILIATION OF 2009 FISCAL THIRD QUARTER
                             ADJUSTED PRO FORMA RESULTS
    ----------------------------------------------------------------------
     ($ millions, except percentages)

    Preliminary
    ASHLAND HERCULES                     Ashland    Eliminate    Adjusted
    WATER TECHNOLOGIES                    GAAP      Key Items    Pro Forma
    Three Months Ended June 30, 2009     Results    (Table 5)     Results
    ----------------------------------------------------------------------
    Sales and operating revenue          $   436                 $     436
    Cost of sales and operating expenses     285                       285
    Gross profit as a percent of sales     34.7%                     34.7%
    Selling, general and administrative
     expenses                                120                       120
    Equity and other income                    -                         -
    Operating income                          31                        31
    Operating income as a percent of
     sales                                  7.1%                      7.1%
    Depreciation and amortization             25                        25
    ----------------------------------------------------------------------
    Earnings before interest, taxes,
     depreciation and amortization       $    56                 $      56
    ======================================================================
    EBITDA as a percent of sales           12.8%                     12.8%
    ----------------------------------------------------------------------



    RECONCILIATION OF 2009 FISCAL THIRD QUARTER
    ADJUSTED PRO FORMA RESULTS
    ----------------------------------------------------------------------
     ($ millions, except percentages)

    Preliminary
    ASHLAND PERFORMANCE                  Ashland    Eliminate     Adjusted
    MATERIALS                             GAAP      Key Items     Pro Forma
    Three Months Ended June 30, 2009     Results    (Table 5)      Results
    -----------------------------------------------------------------------
    Sales and operating revenue          $   256                  $     256
    Cost of sales and operating expenses     213      $    (9)          204
    Gross profit as a percent of sales     16.9%                      20.3%
    Selling, general and administrative
     expenses                                 48           (1)           47
    Equity and other income                    -            3             3
    Operating income                          (5)          13             8
    Operating income as a percent of
     sales                                 -2.0%                       3.1%
    Depreciation and amortization             20           (8)           12
    -----------------------------------------------------------------------
    Earnings before interest, taxes,
     depreciation and amortization       $    15      $     5     $      20
    =======================================================================
    EBITDA as a percent of sales            5.9%                       7.8%
    -----------------------------------------------------------------------



                     RECONCILIATION OF 2009 FISCAL THIRD QUARTER
                             ADJUSTED PRO FORMA RESULTS
    ----------------------------------------------------------------------
     ($ millions, except percentages)

    Preliminary
    ASHLAND CONSUMER                     Ashland    Eliminate    Adjusted
    MARKETS (Valvoline)                   GAAP      Key Items    Pro Forma
    Three Months Ended June 30, 2009     Results    (Table 5)     Results
    ----------------------------------------------------------------------
    Sales and operating revenue          $   441                 $     441
    Cost of sales and operating expenses     275                       275
    Gross profit as a percent of sales     37.5%                     37.5%
    Selling, general and administrative
     expenses                                 76                        76
    Equity and other income                    5                         5
    Operating income                          95                        95
    Operating income as a percent of
     sales                                 21.5%                     21.5%
    Depreciation and amortization              8                         8
    ----------------------------------------------------------------------
    Earnings before interest, taxes,
     depreciation and amortization       $   103                 $     103
    ======================================================================
    EBITDA as a percent of sales           23.4%                     23.4%
    ----------------------------------------------------------------------



                     RECONCILIATION OF 2009 FISCAL THIRD QUARTER
                              ADJUSTED PRO FORMA RESULTS
    -----------------------------------------------------------------------
     ($ millions, except percentages)

    Preliminary                          Ashland    Eliminate     Adjusted
    ASHLAND DISTRIBUTION                  GAAP      Key Items     Pro Forma
    Three Months Ended June 30, 2009     Results    (Table 5)      Results
    -----------------------------------------------------------------------
    Sales and operating revenue          $   698                  $     698
    Cost of sales and operating expenses     627                        627
    Gross profit as a percent of sales     10.1%                      10.1%
    Selling, general and administrative
     expenses                                 69     $     (3)           66
    Equity and other income                    1                          1
    Operating income                           3            3             6
    Operating income as a percent of
     sales                                  0.4%                       0.9%
    Depreciation and amortization              7                          7
    -----------------------------------------------------------------------
    Earnings before interest, taxes,
     depreciation and amortization       $    10     $      3     $      13
    =======================================================================
    EBITDA as a percent of sales            1.4%                       1.9%
    -----------------------------------------------------------------------



                     RECONCILIATION OF 2009 FISCAL THIRD QUARTER
                             ADJUSTED PRO FORMA RESULTS
    ----------------------------------------------------------------------
     ($ millions, except percentages)

    Preliminary
    INTERSEGMENT SALES/UNALLOCATED AND   Ashland    Eliminate    Adjusted
     OTHER                                GAAP      Key Items    Pro Forma
    Three Months Ended June 30, 2009     Results    (Table 5)     Results
    ----------------------------------------------------------------------
    Sales and operating revenue          $   (27)                $     (27)
    Cost of sales and operating expenses     (25)                      (25)
    Selling, general and administrative
     expenses                                  1                         1
    Equity and other income                    7                         7
    Operating income                           4                         4
    Depreciation and amortization              2                         2
    ----------------------------------------------------------------------
    Earnings before interest, taxes,
     depreciation and amortization       $     6                 $       6
    ======================================================================



                      RECONCILIATION OF 2009 FISCAL THIRD QUARTER
                               ADJUSTED PRO FORMA RESULTS
    ------------------------------------------------------------------------
     ($ millions, except percentages)

    Preliminary                           Ashland    Eliminate    Adjusted
    ASHLAND INC.                           GAAP      Key Items    Pro Forma
    Three Months Ended June 30, 2009      Results    (Table 5)     Results
    ------------------------------------------------------------------------
    Sales and operating revenue          $  2,037                 $    2,037
    Cost of sales and operating expenses    1,544    $      (9)        1,535
    Gross profit as a percent of sales      24.2%                      24.6%
    Selling, general and administrative
     expenses                                 353           (4)          349
    Equity and other income                    12            3            15
    Operating income                          152           16           168
    Operating income as a percent of
     sales                                   7.5%                       8.2%
    Depreciation and amortization              88           (8)           80
    ------------------------------------------------------------------------
    Earnings before interest, taxes,
     depreciation and amortization       $    240    $       8    $      248
    ========================================================================
    EBITDA as a percent of sales            11.8%                      12.2%
    ------------------------------------------------------------------------



     RECONCILIATION OF 2008 FISCAL THIRD QUARTER ADJUSTED PRO FORMA RESULTS
    ------------------------------------------------------------------------
    ($ millions, except percentages)     Pro Forma Adjustments
                                         ---------------------
    Preliminary                               Additional
    ASHLAND AQUALON          Ashland Hercules  Purchase              Adjusted
    FUNCTIONAL INGREDIENTS    GAAP   Ongoing  Accounting Conforming Pro Forma
    Three Months Ended       Results Results(a)  D&A     Adjustments Results
    June 30, 2008
    ------------------------------------------------------------------------
    Sales and operating
     revenue                 $    -  $   303                         $   303
    Cost of sales and
     operating expenses                  205   $    8                    213
    Gross profit as a
     percent of sales                  32.3%                           29.7%
    Selling, general and
     administrative expenses              41        4    $       2        47
    Equity and other income                -                    (1)       (1)
    Operating income                      57      (12)          (3)       42
    Operating income as a
     percent of sales                  18.8%                           13.9%
    Depreciation and
     amortization                         13       12            1        26
    ------------------------------------------------------------------------
    Earnings before interest,
     taxes, depreciation and
     amortization            $    -  $    70   $    -    $      (2)  $    68
    ========================================================================
    EBITDA as a percent
     of sales                          23.1%                            22.4%
    ------------------------------------------------------------------------



      RECONCILIATION OF 2008 FISCAL THIRD QUARTER ADJUSTED PRO FORMA RESULTS
    -------------------------------------------------------------------------
    ($ millions, except percentages)     Pro Forma Adjustments
                                         ---------------------
    Preliminary                               Additional
    ASHLAND HERCULES      Ashland  Hercules    Purchase              Adjusted
    WATER TECHNOLOGIES     GAAP    Ongoing    Accounting Conforming Pro Forma
    Three Months Ended    Results  Results(a)    D&A     Adjustments Results
    June 30, 2008
    -------------------------------------------------------------------------
    Sales and operating
     revenue              $  244   $   310                            $   554
    Cost of sales and
     operating expenses      153       215    $      5                    373
    Gross profit as a
     percent of sales      37.2%     30.6%                              32.7%
    Selling, general
     and administrative
     expenses                 80        68           2     $     2        152
    Equity and other
     income                    1         -                       1          2
    Operating income          12        27          (7)         (1)        31
    Operating income as
     a percent of
     sales                  4.9%      8.7%                               5.6%
    Depreciation and
     amortization              6        10           7           1         24
    -------------------------------------------------------------------------
    Earnings before
     interest, taxes,
     depreciation and
     amortization         $   18   $    37    $      -     $     -   $     55
    =========================================================================
    EBITDA as a percent
     of sales               7.4%     11.9%                               9.9%
    -------------------------------------------------------------------------



      RECONCILIATION OF 2008 FISCAL THIRD QUARTER ADJUSTED PRO FORMA RESULTS
    -------------------------------------------------------------------------
    ($ millions, except percentages)         Pro Forma Adjustments
                                             ---------------------
    Preliminary                               Additional
    ASHLAND PERFORMANCE   Ashland  Hercules    Purchase              Adjusted
    MATERIALS              GAAP    Ongoing    Accounting Conforming Pro Forma
    Three Months Ended    Results  Results(a)    D&A     Adjustments Results
    June 30, 2008
    -------------------------------------------------------------------------
    Sales and operating
     revenue              $  425                                      $   425
    Cost of sales and
     operating expenses      350                                          350
    Gross profit as a
     percent of sales      17.5%                                        17.5%
    Selling, general
     and administrative
     expenses                 61                                           61
    Equity and other
     income                    5                                            5
    Operating income          19                                           19
    Operating income
     as a percent of
     sales                  4.5%                                         4.5%
    Depreciation and
     amortization             10                         $        1        11
    -------------------------------------------------------------------------
    Earnings before
     interest, taxes,
     depreciation and
     amortization         $   29                         $        1   $    30
    =========================================================================
    EBITDA as a percent
     of sales               6.8%                                          7.1%
    -------------------------------------------------------------------------



      RECONCILIATION OF 2008 FISCAL THIRD QUARTER ADJUSTED PRO FORMA RESULTS
    -------------------------------------------------------------------------
    ($ millions, except percentages)       Pro Forma Adjustments
                                           ---------------------
    Preliminary                               Additional
    ASHLAND CONSUMER     Ashland   Hercules    Purchase              Adjusted
    MARKETS (Valvoline)   GAAP     Ongoing    Accounting Conforming Pro Forma
    Three Months Ended   Results   Results(a)    D&A     Adjustments Results
    June 30, 2008
    -------------------------------------------------------------------------
    Sales and operating
     revenue             $   428                                    $    428
    Cost of sales and
     operating expenses      325                                         325
    Gross profit as a
     percent of sales      23.9%                                       23.9%
    Selling, general and
     administrative
     expenses                 80                                          80
    Equity and other
     income                    3                                           3
    Operating income          26                                          26
    Operating income
     as a percent of
     sales                  6.1%                                        6.1%
    Depreciation and
     amortization              8                         $        1        9
    ------------------------------------------------------------------------
    Earnings before
     interest, taxes,
     depreciation and
     amortization        $    34                         $        1 $     35
    ========================================================================
    EBITDA as a percent
     of sales               7.9%                                        8.2%
    ------------------------------------------------------------------------



      RECONCILIATION OF 2008 FISCAL THIRD QUARTER ADJUSTED PRO FORMA RESULTS
    -------------------------------------------------------------------------
    ($ millions, except percentages)      Pro Forma Adjustments
                                          ---------------------
    Preliminary                               Additional
    ASHLAND              Ashland   Hercules    Purchase              Adjusted
    DISTRIBUTION          GAAP     Ongoing    Accounting Conforming Pro Forma
    Three Months Ended   Results   Results(a)    D&A     Adjustments Results
    June 30, 2008
    -------------------------------------------------------------------------
    Sales and operating
     revenue             $1,151                                      $  1,151
    Cost of sales and
     operating expenses   1,063                                         1,063
    Gross profit as a
     percent of sales      7.8%                                          7.8%
    Selling, general
     and administrative
     expenses                69                                            69
    Equity and other
     income                   1                                             1
    Operating income         20                                            20
    Operating income as
     a percent of sales    1.7%                                          1.7%
    Depreciation and
     amortization             6                                             6
    -------------------------------------------------------------------------
    Earnings before
     interest, taxes,
     depreciation and
     amortization        $   26                                      $     26
    =========================================================================
    EBITDA as a percent
     of sales              2.3%                                          2.3%
    -------------------------------------------------------------------------



      RECONCILIATION OF 2008 FISCAL THIRD QUARTER ADJUSTED PRO FORMA RESULTS
    -------------------------------------------------------------------------
    ($ millions, except percentages)         Pro Forma Adjustments
                                             ---------------------
    Preliminary                               Additional
    INTERSEGMENT SALES/   Ashland  Hercules    Purchase              Adjusted
    UNALLOCATED AND OTHER  GAAP    Ongoing    Accounting Conforming Pro Forma
    Three Months Ended    Results  Results(a)    D&A     Adjustments Results
    June 30, 2008
    -------------------------------------------------------------------------
    Sales and operating
     revenue              $ (47)                                    $    (47)
    Cost of sales and
     operating expenses     (47)                                         (47)
    Selling, general
     and administrative
     expenses                (7)   $      -               $    (4)       (11)
    Equity and other
     income                   3          (1)                    -          2
    Operating income         10          (1)                    4         13
    Depreciation and
     amortization             4           -                    (4)         -
    ------------------------------------------------------------------------
    Earnings before
     interest, taxes,
     depreciation and
     amortization         $  14    $      (1)             $     -   $     13
    ========================================================================



      RECONCILIATION OF 2008 FISCAL THIRD QUARTER ADJUSTED PRO FORMA RESULTS
    -------------------------------------------------------------------------
    ($ millions, except percentages)      Pro Forma Adjustments
                                          ---------------------
                                              Additional
    Preliminary           Ashland  Hercules    Purchase              Adjusted
    ASHLAND INC.           GAAP    Ongoing    Accounting Conforming Pro Forma
    Three Months Ended    Results  Results(a)    D&A     Adjustments Results
    June 30, 2008
    -------------------------------------------------------------------------
    Sales and operating
     revenue              $2,201   $  613                           $   2,814
    Cost of sales and
     operating expenses    1,844      420     $   13                    2,277
    Gross profit as a
     percent of sales      16.2%    31.5%                               19.1%
    Selling, general
     and administrative
     expenses                283      109          6      $      -        398
    Equity and other
     income                   13       (1)                       -         12
    Operating income          87       83        (19)            -        151
    Operating income as
     a percent of sales     4.0%    13.5%                                5.4%
    Depreciation and
     amortization             34       23         19             -         76
    -------------------------------------------------------------------------
    Earnings before
     interest, taxes,
     depreciation and
     amortization         $  121   $  106     $    -      $      -  $     227
    =========================================================================
    EBITDA as a percent
     of sales               5.5%    17.3%                                8.1%
    -------------------------------------------------------------------------
      (a) Certain nonrecurring, noncash or key items have been removed.
	  

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based upon a number of assumptions, including those mentioned within this news release. Performance estimates are also based upon internal forecasts and analyses of current and future market conditions and trends; management plans and strategies; operating efficiencies and economic conditions, such as prices, supply and demand, and cost of raw materials; legal proceedings and claims (including environmental and asbestos matters); and weather. These risks and uncertainties may cause actual operating results to differ materially from those stated, projected or implied. Other risks and uncertainties include the possibility that the benefits anticipated from Ashland's acquisition of Hercules will not be fully realized; Ashland's substantial indebtedness may impair its financial condition; the restrictive covenants under the debt instruments may hinder the successful operation of Ashland's business; future cash flow may be insufficient to repay the debt; and other risks that are described in filings made by Ashland with the Securities and Exchange Commission (the "SEC"). Although Ashland believes its expectations are based on reasonable assumptions, it cannot assure the expectations reflected herein will be achieved. This forward-looking information may prove to be inaccurate and actual results may differ significantly from those anticipated if one or more of the underlying assumptions or expectations proves to be inaccurate or is unrealized or if other unexpected conditions or events occur. Other factors, uncertainties and risks affecting Ashland are contained in Ashland's periodic filings made with the SEC, including its Form 10-K for the fiscal year ended Sept. 30, 2008, and Form 10-Q for the quarters ended Dec. 31, 2008, and March 31, 2009, which are available on Ashland's Investor Relations website at http://investor.ashland.com or the SEC's website at www.sec.gov. Ashland undertakes no obligation to subsequently update or revise the forward-looking statements made in this news release to reflect events or circumstances after the date of this news release.

    Ashland Inc. and Consolidated Subsidiaries                     Table 1
    STATEMENTS OF CONSOLIDATED INCOME
    (In millions except per share data - preliminary and unaudited)
 
                                        Three months ended Nine months ended
                                              June 30          June 30
                                        ------------------ -----------------
                                            2009    2008    2009     2008
                                           ------  ------  ------   ------

    SALES AND OPERATING REVENUES           $2,037  $2,201  $5,993   $6,166

    COSTS AND EXPENSES
      Cost of sales and operating
       expenses (a)                         1,544   1,844   4,716    5,158
      Selling, general and administrative
       expenses (a) (b)                       353     283   1,049      856
                                           ------  ------  ------   ------
                                            1,897   2,127   5,765    6,014
    EQUITY AND OTHER INCOME                    12      13      29       33
                                           ------  ------  ------   ------
    OPERATING INCOME                          152      87     257      185
      Gain on the MAP Transaction (c)           1       1       2       23
      Net interest and other
       financing (expense) income             (62)      5    (144)      26
      Other expenses (d)                        -       -     (86)       -
                                           ------  ------  ------   ------
    INCOME FROM CONTINUING OPERATIONS
      BEFORE INCOME TAXES                      91      93      29      234
      Income tax expense                       40      27      49       58
                                           ------  ------  ------   ------
    INCOME (LOSS) FROM CONTINUING
     OPERATIONS                                51      66     (20)     176
      Income (loss) from discontinued
       operations (net of income taxes)        (1)      6      (2)       1
                                           ------  ------  ------   ------
    NET INCOME (LOSS)                      $   50  $   72  $  (22)  $  177
                                           ======  ======  ======   ======

    DILUTED EARNINGS PER SHARE
      Income (loss) from continuing
       operations                          $  .68  $ 1.03  $ (.27)  $ 2.77
      Income (loss) from discontinued
       operations                            (.02)    .10    (.03)     .01
                                           ------  ------  ------   ------
      Net income (loss)                    $  .66  $ 1.13  $ (.30)  $ 2.78
                                           ======  ======  ======   ======

    AVERAGE COMMON SHARES AND
     ASSUMED CONVERSIONS                       75      64      72       63

    SALES AND OPERATING REVENUES
      Functional Ingredients               $  233  $    -  $  575   $    -
      Water Technologies                      436     244   1,187      667
      Performance Materials                   256     425     839    1,194
      Consumer Markets                        441     428   1,236    1,209
      Distribution                            698   1,151   2,249    3,223
      Intersegment sales                      (27)    (47)    (93)    (127)
                                           ------  ------  ------   ------
                                           $2,037  $2,201  $5,993   $6,166
                                           ======  ======  ======   ======
    OPERATING INCOME (LOSS)
      Functional Ingredients               $   24  $    -  $   13   $    -
      Water Technologies                       31      12      38       16
      Performance Materials                    (5)     19       6       50
      Consumer Markets                         95      26     180       70
      Distribution                              3      20      44       39
      Unallocated and other                     4      10     (24)      10
                                           ------  ------  ------   ------
                                           $  152  $   87  $  257   $  185
                                           ======  ======  ======   ======

    (a)  The three and nine months ended June 30, 2009 include $9 million
         and $13 million, respectively, within the cost of sales and
         operating expenses caption and $4 million and $39 million,
         respectively, within the selling, general and administrative
         expenses caption for restructuring charges related to the ongoing
         integration and reorganization from the Hercules acquisition
         and other cost reduction programs.
    (b)  The nine months ended June 30, 2009 includes a $10 million charge
         related to the original valuation of the ongoing research and
         development projects at Hercules Incorporated (Hercules) as of the
         merger date.  In accordance with applicable GAAP and SEC accounting
         regulations, these purchased in-process research and development
         costs should be expensed as recognized.  In addition, a charge of
         $37 million for the nine months ended June 30, 2009 was recorded for
         a one-time fair value assessment of Hercules inventory as of the
         date of the transaction.
    (c)  "MAP Transaction" refers to the June 30, 2005 transfer of Ashland's
         38% interest in Marathon Ashland Petroleum LLC (MAP) and two other
         businesses to Marathon Oil Corporation.  The income for the nine
         months ended June 30, 2008 is primarily due to a $23 million gain
         associated with a tax settlement agreement entered into with Marathon
         Oil Corporation, relating to four specific tax areas, that supplement
         the original Tax Matters Agreement from the initial MAP Transaction.
         The gain (loss) in the remaining periods presented reflects
         adjustments in the recorded receivable for future estimated tax
         deductions related primarily to environmental and other
         postretirement reserves.
    (d)  The nine months ended June 30, 2009 includes a $54 million loss on
         currency swaps related to the Hercules acquisition and a $32 million
         realized loss on auction rate securities, of which $7 million relates
         to securities sold.



    Ashland Inc. and Consolidated Subsidiaries                Table 2
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In millions - preliminary and unaudited)

                                                          June 30
                                                      ---------------
                                                       2009     2008
                                                      ------   ------
    ASSETS
      Current assets
        Cash and cash equivalents                     $  256   $  853
        Accounts receivable                            1,420    1,520
        Inventories                                      546      521
        Deferred income taxes                             95       74
        Other current assets                              64       79
        Current assets held for sale                      45       46
                                                      ------   ------
                                                       2,426    3,093

      Investments and other noncurrent assets
        Auction rate securities                          188      267
        Goodwill                                       2,150      291
        Intangibles                                    1,178      114
        Asbestos insurance receivable (noncurrent
         portion)                                        464      438
        Deferred income taxes                              -      131
        Other noncurrent assets                          565      397
        Noncurrent assets held for sale                   41       49
                                                      ------   ------
                                                       4,586    1,687

      Property, plant and equipment
        Cost                                           3,492    2,243
        Accumulated depreciation and amortization     (1,339)  (1,179)
                                                      ------   ------
                                                       2,153    1,064
                                                      ------   ------

                                                      $9,165   $5,844
                                                      ======   ======

    LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities
        Short-term debt                               $   44   $    -
        Current portion of long-term debt                 71       20
        Trade payables                                   790      910
        Accrued expenses and other liabilities           455      264
        Current liabilities held for sale                 10       10
                                                      ------   ------
                                                       1,370    1,204

      Noncurrent liabilities
        Long-term debt (noncurrent portion)            1,878       45
        Employee benefit obligations                     657      262
        Asbestos litigation reserve (noncurrent
         portion)                                        828      530
        Deferred income taxes                            147        -
        Other noncurrent liabilities                     578      445
                                                      ------   ------
                                                       4,088    1,282
                                                      ------   ------

      Stockholders' equity                             3,707    3,358
                                                      ------   ------

                                                      $9,165   $5,844
                                                      ======   ======



    Ashland Inc. and Consolidated Subsidiaries                  Table 3
    STATEMENTS OF CONSOLIDATED CASH FLOWS
    (In millions - preliminary and unaudited)
                                                       Nine months ended
                                                            June 30
                                                       -----------------
                                                         2009     2008
                                                       -------   -------
    CASH FLOWS PROVIDED BY OPERATING ACTIVITIES FROM
     CONTINUING OPERATIONS
      Net (loss) income                                 $  (22)  $  177
      Loss (income) from discontinued operations
       (net of income taxes)                                 2       (1)
      Adjustments to reconcile income from continuing
       operations to cash flows from operating activities
        Depreciation and amortization                      244      105
        Debt issuance cost amortization                     35        -
        Purchased in-process research and development
         amortization                                       10        -
        Deferred income taxes                               33       20
        Equity income from affiliates                       (9)     (17)
        Distributions from equity affiliates                13        7
        Gain from the sale of property and equipment         -       (2)
        Stock based compensation expense                     6        8
        Stock contributions to qualified savings plans       8        -
        Gain on the MAP Transaction                         (2)     (23)
        Inventory fair value adjustment                     37        -
        Loss on currency swaps related to Hercules
         acquisition                                        54        -
        Loss on auction rate securities                     32        -
        Change in operating assets and liabilities (a)     208       55
                                                        ------   ------
                                                           649      329
    CASH FLOWS USED BY INVESTING ACTIVITIES FROM
     CONTINUING OPERATIONS
      Additions to property, plant and equipment          (107)    (118)
      Proceeds from the disposal of property, plant
       and equipment                                         5       10
      Purchase of operations - net of cash acquired     (2,080)    (128)
      Proceeds from sale of operations                       7       35
      Settlement of currency swaps related to Hercules
       acquisition                                         (95)       -
      Purchases of available-for-sale securities             -     (435)
      Proceeds from sales and maturities of
       available-for-sale securities                        55      314
                                                        ------   ------
                                                        (2,215)    (322)
    CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES
     FROM CONTINUING OPERATIONS
      Proceeds from issuance of long-term debt           2,628        -
      Repayment of long-term debt                       (1,489)      (4)
      Proceeds from/repayments of issuance of
       short-term debt                                       3        -
      Debt issuance costs                                 (161)       -
      Premium on long-term debt repayment                  (13)       -
      Cash dividends paid                                  (17)     (52)
      Proceeds from the exercise of stock options            2        3
      Excess tax benefits related to share-based
       payments                                              -        1
                                                        ------   ------
                                                           953      (52)
                                                        ------   ------
    CASH USED BY CONTINUING OPERATIONS                    (613)     (45)
      Cash provided (used) by discontinued operations
        Operating cash flows                                (1)      (2)
      Effect of currency exchange rate changes on cash
       and cash equivalents                                (16)       3
                                                        ------   ------
    DECREASE IN CASH AND CASH EQUIVALENTS                 (630)     (44)
    Cash and cash equivalents - beginning of year          886      897
                                                        ------   ------
    CASH AND CASH EQUIVALENTS - END OF PERIOD           $  256   $  853
                                                        ======   ======

    DEPRECIATION AND AMORTIZATION
      Functional Ingredients                            $   77   $    -
      Water Technologies                                    66       19
      Performance Materials                                 48       29
      Consumer Markets                                      26       24
      Distribution                                          21       18
      Unallocated and other                                  6       15
                                                        ------   ------
                                                        $  244   $  105
                                                        ======   ======
    ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT
      Functional Ingredients                            $   42   $    -
      Water Technologies                                    13       11
      Performance Materials                                 16       33
      Consumer Markets                                      19       20
      Distribution                                           2       20
      Unallocated and other                                 15       34
                                                        ------   ------
                                                        $  107   $  118
                                                        ======   ======

    (a)  Excludes changes resulting from operations acquired or sold.



    Ashland Inc. and Consolidated Subsidiaries                      Table 4
    INFORMATION BY INDUSTRY SEGMENT
    (In millions - preliminary and unaudited)

                                          Three months ended Nine months ended
                                                June 30           June 30
                                          ------------------ -----------------
                                              2009   2008      2009     2008
                                          --------- -------- -------- --------
    FUNCTIONAL INGREDIENTS (a) (b)
      Sales per shipping day                 $ 3.7  $   -     $ 3.7    $   -
      Metric tons sold                        41.2      -     112.0        -
      Gross profit as a percent of sales      27.6%     -      23.1%       -
    WATER TECHNOLOGIES (a) (b)
      Sales per shipping day                 $ 6.9  $ 3.8     $ 6.3    $ 3.5
      Gross profit as a percent of sales      34.7%  37.2%     32.8%    37.9%
    PERFORMANCE MATERIALS (a)
      Sales per shipping day                 $ 4.1  $ 6.6     $ 4.5    $ 6.3
      Pounds sold per shipping day             3.8    4.9       3.9      4.7
      Gross profit as a percent of sales      16.9%  17.5%     17.3%    17.9%
    CONSUMER MARKETS (a)
      Lubricant sales (gallons)               45.7   43.8     116.4    125.7
      Premium lubricants (percent of U.S.
       branded volumes)                       29.0%  24.9%     28.5%    24.6%
      Gross profit as a percent of sales      37.5%  23.9%     30.8%    24.4%
    DISTRIBUTION (a)
      Sales per shipping day                 $11.1  $18.0     $12.0    $17.1
      Pounds sold per shipping day            14.1   19.0      14.6     18.9
      Gross profit as a percent of sales (c)  10.1%   7.8%     10.4%     7.6%


    (a)  Sales are defined as sales and operating revenues.  Gross profit is
         defined as sales and operating revenues, less cost of sales and
         operating expenses.
    (b)  Industry segment results from November 14, 2008 forward include
         operations acquired from Hercules Incorporated.
    (c)  Distribution's gross profit as a percentage of sales for the three
         months ended June 30, 2009 and 2008 include a LIFO quantity credit of
         $3 million and $1 million, respectively, and $14 million and $5
         million for the nine months ended June 30, 2009 and 2008,
         respectively.



    Ashland Inc. and Consolidated Subsidiaries                         Table 5
    COMPONENTS OF OPERATING INCOME
    (In millions - preliminary and unaudited)

                                     Three Months Ended June 30, 2009
                                                                    Consumer
                             Functional      Water     Performance   Markets
                            Ingredients  Technologies   Materials  (Valvoline)
                            -----------  ------------  ----------- -----------
    OPERATING INCOME
      Severance              $        -    $        -   $      (1)  $        -
      Accelerated
       depreciation                   -             -          (9)           -
      Joint venture plant
       closing costs                  -             -          (3)           -
      All other operating
       income                        24            31           8           95
                             ----------    ----------   ---------   ----------
                             $       24    $       31   $      (5)  $       95
                             ==========    ==========   =========   ==========



                                          Unallocated
                            Distribution    & Other       Total
                            ------------  -----------   ---------
    OPERATING INCOME
      Severance              $       (3)   $        -   $      (4)
      Accelerated
       depreciation                   -             -          (9)
      Joint venture plant
       closing costs                  -             -          (3)
      All other operating
       income                         6             4         168
                             ----------    ----------   ---------
                             $        3    $        4   $     152
                             ==========    ==========   =========

SOURCE Ashland Inc.

 
http://www.ashland.com

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